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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended April 30, 2000
Commission File Number
000-29707
GREENHOLD GROUP, INC.
(Name of Small Business Issuer in its charter)
FLORIDA 65-0910697
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 N. U.S. Highway One 33469
Suite 100 (Zip Code)
Tequesta, FL
(Address of principal executive offices)
Issuer's telephone number: (561) 747-0244
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Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
[ ] Yes [X] No
As of April 30, 2000 the issuer had 3,000,000 shares of
$.001 par value common stock outstanding.
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INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet
April 30, 2000
Condensed Statement of Operations
Three months ended April 30, 2000
Condensed Statement of Cash Flows
Three months ended April 30, 2000
Notes to Financial Statements
Item 2. Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Change in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits & Reports on Form 8-K
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GREENHOLD GROUP, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
APRIL 30, 2000
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 480
=======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Due to affiliate $ 1,000
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 3,000,000 shares
issued and outstanding 3,000
Deficit accumulated during the development
stage (3,520)
Total Stockholders' Equity (Deficit) (520)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 480
=======
Read accompanying Notes to Financial Statements.
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GREENHOLD GROUP, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2000
AND
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH APRIL 30, 2000
(Unaudited)
Period From
March 22, 1999
Three Months (Inception)
Ended April 30, Through April
2000 30, 2000
--------------- --------------
REVENUES $ -- $ --
EXPENSES
General and administrative 3,520 3,520
------- -------
NET (LOSS) $(3,520) $(3,520)
======= =======
(LOSS) PER SHARE $ -- $ --
======= =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,000,000 3,000,000
========= =========
Read accompanying Notes to Financial Statements.
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GREENHOLD GROUP, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOW
THREE MONTHS ENDED APRIL 30, 2000
AND
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH APRIL 30, 2000
(Unaudited)
Period From
March 22, 1999
Three Months (Inception)
Ended April 30, Through April
2000 30, 2000
--------------- --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $(3,520) $(3,520)
------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in amount due to
affiliate 1,000 1,000
Proceeds from issuance of
common stock -- 3,000
------- -------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 1,000 4,000
------- -------
NET INCREASE (DECREASE) IN
CASH (2,520) 480
CASH - BEGINNING 3.000 --
------- -------
CASH - ENDING $ 480 $ 480
Read accompanying Notes to Financial Statements.
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GREENHOLD GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000
NOTE 1. ORGANIZATION
Greenhold Group, Inc. wasincorporated on March 22, 1999 under the laws
of the State of Florida. The Company's fiscal year end is January 31.
The company is a "shell" company, the purpose of which is to seek and
consummate a merger or acquisition. The company's headquarters is in
Tequesta, Florida.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed financial statements are unaudited. These
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments (which
include only normal recurring adjustments) considered necessary for a
fair presentation have been included. These financial statements should
be read in conjunction with the Company's financial statements and
notes thereto for the period ended January 31, 2000, included in the
Company's Form 10-SB as filed with the SEC.
LOSS PER SHARE
Loss per share is computed by dividing net loss for the year by the
weighted average number of shares outstanding.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets
and liabilities,
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GREENHOLD GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES (CONTINUED)
the disclosure of contingent assets and liabilities, and the reported
revenues and expenses. Accordingly, actual results could vary from the
estimates that were assumed in preparing the financial statements.
NOTE 3. RELATED PARTY TRANSACTIONS
DUE TO AFFILIATE
Due to affiliate represents a non-interest bearing advance from a
company owned by the majority stockholder for operating expenses.
NOTE 4. CAPITAL STOCK
The Company had originally authorized 1,000,000 common shares with a
par value of $.01 per share. On December 1, 1999, the Articles of
Incorporation were amended to increase the number of authorized common
shares to 50,000,000, and to decrease the par value of the common
shares to $.001 per share. As of April 30, 2000, 3,000,000 common
shares were issued and outstanding.
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ITEM 2. PLAN OF OPERATION
The Company filed a registration statement Form 10-SB on February 25,
2000 and became a registered public company on April 25, 2000. The Company's
purpose is to seek, investigate and, if such investigation warrants, acquire an
interest in business opportunities presented to it by persons or firms who or
which desire to seek the perceived advantages of an Exchange Act registered
corporation. The Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate in a business
venture of virtually any kind or nature. This discussion of the plan of
operation is purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities.
Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its attention through
present associations of the company's officers and directors, or by the
Company's shareholders or its legal counsel or other professional persons with
whom the Company or its principals associate. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification; and other relevant factors. Officers and directors of the
Company will meet personally with management and key personnel of the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity
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until such time as the Company has successfully consummated such a merger or
acquisition.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business.
It is anticipated that any securities issued in any reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company's
securities may have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368 or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of such shareholders.
The manner in which the Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties, the management of the opportunity and the relative
negotiation strength of the Company and such other management. Such negotiations
with target company management are expected to focus on the percentage of the
Company which target company shareholders would acquire in exchange for all of
their shareholdings in the target company. Depending upon, among other things,
the target company's assets and liabilities, the Company's shareholders will in
all likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. Any merger or acquisition effected
by the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholders. The management of the
Company anticipates obtaining the approval of the shareholders of the Company
via a proxy or information statement.
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The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
The Company is subject to all of the reporting requirements included in
the Exchange Act. Included in these requirements is the affirmative duty of the
Company to file independent audited financial statements as part of its Form 8-K
to be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial statements
included in its annual report on Form 10-K (or 10-KSB, as applicable). If such
audited financial statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the requirements of
the Exchange Act, or if the audited financial statements provided do not conform
to the representations made by the candidate to be acquired in the closing
documents, the closing documents will provide that the proposed transaction will
be voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to pay for all costs associated with the proposed
transaction.
The Company's Board of Directors intends to provide the Company's
shareholders with complete disclosure documentation concerning a potential
business opportunity and the structure of the proposed business combination
prior to consummation of the same, which disclosure is intended to be in the
form of a proxy or information statement. While such disclosure may include
audited financial statements of such a target entity, there is no assurance that
such audited financial statements will be available. The Board of Directors does
intend to obtain certain assurances of value of the target entity assets prior
to consummating such a transaction, with further assurances that an audited
statement would be provided within sixty days after closing of such a
transaction. Closing documents relative thereto will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
The Company has no full time employees. The Company's officers and
directors have agreed to allocate a portion of their time to the activities of
the Company without compensation. The Company has minimal capital, no operating
costs, and does not expect to make any acquisitions of property.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There is no litigation of any type whatsoever pending or threatened by
or against the Company, its officers and its directors.
ITEM 2. CHANGES IN SECURITIES
There was no change in the Company's securities or in the instruments
defining the rights of the holders of such securities during the period covered
by this report (quarter ending March 31, 2000). The Company has no warrants,
options, rights, conversion privileges, or similar obligations in effect.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule (For SEC Use only)
(b) Reports on Form 8-K
None
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SIGNATURES
In accordance with the requirements of the Exchange, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GREENHOLD GROUP, INC.
(Registrant)
Date: June 13, 2000 By: /s/ Vicki J. Lavache
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Vicki J. Lavache
President and Chief
Executive Officer
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